2025 - Director Compensation Policy

I.Purpose:

The purpose of this Policy is to set forth the compensation to be paid to the Board of Directors of the Federal Home Loan Bank of Boston (the “Bank”) in 2025. The Travel and Public Relations Policy and Director’s Addendum to the Travel and Public Relations Policy set forth the circumstances under which the Bank will reimburse Directors for certain expenses incurred while on Bank business.

The goal of the Policy is to appropriately compensate the Directors for actual attendance and participation at the meetings of the Board of Directors and the committees of the Board and also for work performed on behalf of the Board of Directors and the Bank apart from such meetings.

II.Scope:

This Policy applies to all Directors of the Bank.

III.Policy Statement:

The 2025 Director compensation set forth in this Policy, which represents a 3.0% increase to the maximum compensation for the Chair, Vice Chair, Committee Chairs, and all other Directors, capped, in each case, to be no greater than the maximum compensation paid in the FHLBank System for a board chair, vice chair, any committee chair, and all other directors, respectively, was determined after a review of the compensation paid to directors of other Federal Home Loan Banks, and a consideration of other factors, including the Bank’s condition, the time and expertise required to be an effective Bank director, and the level of compensation deemed to be necessary and appropriate to allow the Bank to recruit and retain highly qualified directors and compensate them for the time required in performing their duties.

In order to compensate Directors for their time attending meetings, each Director who attends a meeting of the Board of Directors or a Board Committee shall be paid an attendance fee, based on the responsibilities of the Director as set forth below:

    

Footnotes appear on following page.

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1 Applies to attendance at all or part of (i) Board and Committee meetings scheduled to be held in person (including scheduled in-person meetings that are changed to virtual or hybrid meetings by the Board’s Chair due to health concerns) and (ii) full virtual Board and Committee meetings scheduled for February and July 2025.

2 Applies to all virtual meetings other than the full virtual meetings scheduled for February and July 2025, and to virtual participation at in-person meetings for which a Director would be entitled to compensation if attending in person (other than virtual attendance at scheduled in-person meetings that are changed to virtual or hybrid by the Board’s Chair due to health concerns).

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Committee meeting attendance fees apply to all committee members, including ex officio members, who attend all or any part of any meeting of a committee of the Board. Directors will not be compensated for attendance at a meeting of a committee on which the Director is not a member.

Fees shall be paid per meeting. For example, if a Board meeting and committee meeting occur on the same day, a separate fee shall be payable for attendance at each meeting. Additionally, in the case of multi-day meetings, a separate fee shall be payable for each day's attendance.

In the event that inclement weather prevents the occurrence of a planned meeting of the Board or one of its committees, the Directors shall be entitled to receive the applicable meeting fee called for in the Policy, minus any fees received if an in-person meeting is changed to a virtual meeting by the Board's Chair.

In order to compensate Directors for their time while serving as Directors outside of normal Committee and Board meetings, Directors shall receive a quarterly retainer, payable in arrears at the end of each quarter. The retainer shall compensate Directors for their time preparing for meetings, attending Advisory Council meetings, attending Bank System meetings, Board training sessions, and member events, and other activities outside of normal Board and Board Committee meetings. The amount of the quarterly retainer varies depending on the responsibilities of the Director as set forth below:

The maximum director compensation for 2025 shall be as follows:

The Bank will also pay/reimburse Directors for expenses related to the Directors’ attendance at board meetings pursuant to the Bank’s Travel and Public Relations Policy and Director’s Addendum to the Travel and Public Relations Policy. The Bank will not pay for or reimburse the expenses of a Director’s spouse/guest accompanying the Director to Board meetings, other than the cost of the food and beverages of a Director’s spouse/guest who attends the Bank’s corporate officer holiday party as an invited guest. Directors will reimburse the Bank for any such expenses incurred by the Bank either directly or via deduction from such Directors’ meeting fees or retainer.

The Board may, at its December meeting, vote to reduce or eliminate a Director’s final quarterly retainer payment if (i) the Director has not attended (in person or virtually) at least 75% of all regular and special meetings of the Board and the Committees on which the Director served during the year (adjusted as appropriate for partial year of service), or (ii) the Board, in its discretion, determines that the Director has consistently demonstrated a lack of engagement and participation in meetings attended.

1.Owner. The General Counsel shall be the owner of this Policy, responsible for maintaining this Policy.

2.Authorized Approver. The Board of Directors of the Bank shall be authorized to approve all changes to this Policy.

1.Re-Adoption Frequency. The Governance/Government Relations Committee shall annually review this policy and shall submit its recommendation to the Board. The Board shall consider the recommendations of the Governance/Government Relations Committee and shall approve the policy no later than required to allow for submission, review and approval of the Director of the Federal Housing Finance Agency (FHFA), if required, to ensure that directors are paid timely for the first regularly scheduled meeting of the Board in which the policy shall apply.

2.Review Frequency: The Owner of this Policy is expected to review this Policy annually.

The Board is authorized, in its sole discretion, to interpret the provisions of the policy and to address situations not anticipated or covered by this policy as it determines to be appropriate, consistent with the requirements set forth in the regulations promulgated by the Federal Housing Finance Agency, if any.

The following provisions of the Federal Home Loan Bank Act and FHFA Regulations are applicable to this Policy:

•12 CFR Part 1261.20 - 243

The following Bank policies cover subject matter that is related to this Policy:

•Travel and Public Relations Policy

•Directors Addendum to Travel and Public Relations Policy

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